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Mobile Infrastructure (BEEP) - 2024 Q4 - Annual Report

Special Note Regarding Forward-Looking Statements Forward-Looking Statements Disclaimer This disclaimer details forward-looking statements, their inherent risks, and the company's limited obligation to update them - Forward-looking statements are identified by terms such as 'may,' 'should,' 'expect,' 'could,' 'intend,' 'plan,' 'anticipate,' 'estimate,' 'believe,' 'continue,' 'predict,' 'potential' or their negatives15 - Actual results and performance could differ materially from forward-looking statements due to factors like future economic, competitive, and market conditions, and business decisions16 - The company does not undertake any obligation to publicly update or revise any forward-looking statements, except as required by law18 PART I ITEM 1. BUSINESS MIC acquires and optimizes parking facilities across the U.S., owning 40 facilities with 15,100 spaces, pursuing strategic growth - Mobile Infrastructure Corporation (MIC) acquires, owns, and optimizes parking facilities and related infrastructure in top 50 U.S. Metropolitan Statistical Areas (MSAs)20 Portfolio Snapshot (as of December 31, 2024) | Metric | Value | | :----- | :---- | | Parking Facilities Owned | 40 | | Markets | 20 | | Parking Spaces | ~15,100 | | Parking Facility Square Footage | ~5.2 million | | Commercial Space Square Footage (adjacent) | ~0.2 million | - Key strategic objectives for the next twelve months include optimizing the mix of transient and contract parkers, collaborating with third-party operators for expense management and data sharing, exploring ancillary revenue from tech-enabled businesses (e.g., EV charging, solar, rideshare staging), and pursuing accretive external growth through acquisitions26272829 General Business Overview Merger with Fifth Wall Acquisition Corp. III Strategic Objectives Portfolio and Investment Strategy Industry Overview Operational and Geographic Concentration Competition Government Regulations Human Capital Environmental, Social and Governance (ESG) Corporate Information Available Information ITEM 1A. RISK FACTORS This section details substantial risks including limited operating history, financial challenges, debt, legal, ownership, and organizational structure - The company has a limited operating history and a history of net losses, with $7.5 million and $32.5 million losses attributable to common stockholders for fiscal years 2024 and 2023, respectively6061 - Key operational risks include dependence on the management team, potential material failures in technology networks, and challenges posed by emerging technologies like AI626367 - Financial risks include potential inability to access financing on acceptable terms, failure to maintain effective internal control over financial reporting (though material weaknesses were remediated as of December 31, 2024), and adverse tax outcomes107112114119 - The company has significant debt, including $29.9 million due within 12 months, and faces risks of non-compliance with debt covenants and potential property foreclosures107126131 - Ownership risks include significant market price volatility of common stock, dilution from preferred stock and other equity issuances, and the implications of being a 'controlled company' by Mr. Osher (who owns over 50% of voting equity)69140145147154 Summary Risk Factors Risks Related to Our Business and Industry Risks Related to Financial, Tax and Accounting Issues Risks Related to Our Indebtedness and Certain Other Obligations Risks Related to Legal and Regulatory Matters Risks Related to Ownership of Our Securities Risks Related to Our Organizational Structure and Our Constituent Documents and Policies Other Risks ITEM 1B. UNRESOLVED STAFF COMMENTS The company reports no unresolved staff comments as of the filing date - Not applicable180 ITEM 1C. CYBERSECURITY The company manages cybersecurity risks through established processes and board oversight, with no material threats identified - The company has processes for assessing, identifying, and managing material cybersecurity risks, including those from third-party service providers, integrated into its overall risk management systems181 - The Audit Committee of the Board oversees cybersecurity risk management, receiving reports from the Chief Financial Officer and Head of Information Technology182 - A third-party managed information technology service provider (MSP) is utilized for cybersecurity services, including threat detection, vulnerability assessment, and incident response183 - As of the report date, the company is not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect its business, operations, or financial condition184 Risk Management and Strategy Governance ITEM 2. PROPERTIES The company's headquarters are in Cincinnati, Ohio, owning 40 parking facilities with 15,100 spaces across 20 U.S. markets - The company's headquarters are located at 30 W. 4th Street, Cincinnati, Ohio 45202185 Property Portfolio Summary (as of December 31, 2024) | Metric | Value | | :----- | :---- | | Parking Facilities Owned | 40 | | Markets | 20 | | Parking Spaces | ~15,100 | | Parking Facility Square Footage | ~5.2 million | | Commercial Space Square Footage (adjacent) | ~0.2 million | - The company believes its current facilities are adequate and suitable additional spaces will be available on commercially reasonable terms185 ITEM 3. LEGAL PROCEEDINGS The company faces routine claims and litigation, with no material litigation beyond specific 2024 settlements - The company is not presently subject to any material litigation, nor is any material litigation threatened, other than routine litigation and specific cases noted in the financial statements189 - A settlement was reached in September 2024 for a dispute over amounts payable with a vendor, resulting in an immaterial net impact on the Consolidated Statements of Operations437 - In July 2024, the Texas Court of Appeals reversed a summary judgment against a subsidiary regarding a commission claim, remanding the case for further consideration. A settlement was reached in September 2024, resulting in a gain of approximately $0.3 million436 [ITEM 4. MINE SAFETY DISCLOSURES](index=35&type=section&id=ITEM%204.%20MINE%2